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ANTIGUA AND BARBUDA
THE INTERNATIONAL LIMITED LIABILITY COMPANIES ACT, 2007
No. of 2007
THE INTERNATIONAL LIMITED LIABILITY COMPANIES ACT, 2007
ARRANGEMENT
Sections
PART I - GENERAL PROVISIONS
1. Short title
2. Definitions
3. Application
4. Form and filing of documents
5. Certificates or certified copies as evidence
6. Annual registration fee
7. Notice to members
8. Records and members’ inspection rights
9. Purposes
10. General powers
11. Disputes
PART II - FORMATION AND ARTICLES OF ORGANISATION
12. Formation
13. Duration
14. Company name
15. Register of names
16. Reservation of name
17. Contents of articles of organisation
18. Execution and filing of articles of organisation
19. Date limited liability company comes into existence
The International Limited Liability Companies Act, 2007 No. of 2007
20. Notice of existence of limited liability company
21. Amendment of articles of organisation
22. Restated articles of organisation
23. Registered agent for service of process
PART III - RELATIONSHIP OF LIMITED LIABILITY COMPANY AND MEMBERS TO THIRD PERSONS
24. Liability to third parties
25. Limited liability company as a separate legal entity
26. Limited liability company property
27. Rights of judgment creditors of a member
28. Fraudulent conveyance
29. Statute of Elizabeth
30. Foreign judgment not enforceable
31. Parties to actions
32. Limited liability company as proper party to action
PART IV - CONTRIBUTIONS AND DISTRIBUTIONS
33. Capital contributions
34. Liability for contributions
35. Interim distributions
36. Distribution in kind
37. status as a creditor
38. Limitation on distributions
39. Distributions on withdrawal
40. Distribution on winding up
41. Sharing of profits and losses
PART V - MEMBERS
42. Admission of members
43. Classes and series of members’ interests
44. Operating agreement
45. Action by written consent and proxies
46. Transferability of interest
47. Substituted member
48. Option to purchase company interest
49. Rights of assignees
PART VI - TERMINATION OF MEMBERSHIP
50. Withdrawal of members
51. Involuntary transfers
52. Expulsion of a member
53. Sale of interest by former members
PART VII - MANAGEMENT
54. Member or manager as agent
55. Management of limited liability company
56. Voting
57. Emergency manager
58. Qualification of managers
59. Standard for managers
60. Appointment to succession committee
61. Succession committee rules
62. Authority and liability not affected
PART VIII - DISSOLUTION
63. Dissolution
64. Administrative dissolution
65. Judicial dissolution
66. Effect of dissolution
67. Winding up affairs of company
68. Agency power of managers after dissolution
69. Settlement of claims against limited liability company
70. Articles of termination
PART IX - MERGER AND CONSOLIDATION
71. Merger or consolidation
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No. of 2007 The International Limited Liability Companies Act, 2007
72. Effect of merger or consolidation
PART X - TRANSFER OF DOMICILE TO ANTIGUA AND BARBUDA
73. Definitions
74. When transfer of domicile is permitted
75. Application to transfer domicile
76. Contents of application to transfer domicile
77. Execution of the application to transfer domicile
78. Certificate to transfer of domicile
79. Prior obligation and liabilities
80. Applicable law
PART XI - TRANSFER OF DOMICILE FROM ANTIGUA AND BARBUDA
81. Departure
82. Application to transfer domicile out of Antigua and Barbuda
83. Effective date of departure
84. Jurisdiction of courts after departure
PART XII - EMERGENCY TRANSFER OF DOMICILE INTO ANTIGUA AND BARBUDA
85. Emergency conditions
86. When emergency transfer of domicile is permitted
87. Application for emergency transfer of domicile
88. Governing law after emergency transfer
89. Return to foreign jurisdiction
PART XIII - EXEMPTION FROM TAXES AND DUTIES
90. Exemption from taxes and duties
PART XIV - MISCELLANEOUS
91. Confidentiality
92. Permissible disclosure of confidential information
93. Maintenance of confidential nature of information
94. Series of members, managers or limited liability company interests
95. Savings provisions
96. Translations
97. Regulations
98. Certificate of good standing
99. Form of certificate
100. Directions for commission
101. Appeal from decision of commission
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The International Limited Liability Companies Act, 2007 No. of 2007
ANTIGUA AND BARBUDA
THE INTERNATIONAL LIMITED LIABILITY COMPANIES ACT, 2007
No. of 2007
AN ACT to provide for the establishment of International Limited Liability Companies.
ENACTED by the Parliament of Antigua and Barbuda as follows:
PART I - GENERAL PROVISIONS
1. Short title
This Act may be cited as the Antigua and Barbuda International Limited Liability Companies Act, 2007.
2. Definitions
In this Act unless the context otherwise requires:
“articles of organisation” means the initial articles of organisation as amended or restated from time to time;
“assignee” means a person who requires in any manner the ownership of an interest in a limited liability company but who has
not been admitted as a member;
“beneficial owner” means a person who enjoys all the rights and benefits associated with the ownership of property or an interest
in property but who may not necessarily be registered or listed as the legal owner of the property or interest;
“capital account” means an account that a company keeps for each member, that consists of the difference between
(a) the fair market value of the member’s original capital contribution, any additional capital contribution and the member’s
share of company’s profits; and
(b) any distribution to the member of cash or other property, and the member’s share of company losses;
“capital contribution” means any valuable consideration transferred to a limited liability company as consideration for issuing an
interest in it;
“Commission” means the Financial Services Regulatory Commission;
“court” means a court of law or equity having jurisdiction in any country;
“distribution” means a transfer of money, property or other benefit from a limited liability company calculated and transferred in
respect of an interest in that company
(a) to, or for the benefit of a member in the capacity as a member , or
(b) to, or for the benefit of, an assignee of the member’s interest in the company;
“entity” means a body corporate or unincorporated, whether foreign or domestic;
“event of duress” means the occurrence of any of the following:
(a) war or civil disturbance that directly or indirectly endangers or may endanger the safety of any money, investments, or
property that may be included in or form part of company property;
(b) political action anywhere in the world which directly or indirectly will or may endanger the safety of any money,
investments, or property that may be included in or form a part of the company property, regardless of whether
(i)instigated by any government, political organisation, or individual, or
(ii)constitutionally defensible;
(c) the enactment anywhere in the world of any law or measure that directly or indirectly will or may expropriate,
sequestrate, or in any way control or prevent the free disposal by the company of any of the company’s money,
investments, or property;
(d) action or threat of action anywhere in the world by any government, or official purporting to act on the instructions and
with authority of a government, which directly or indirectly will or may expropriate, sequestrate, or in any way control or
prevent the free disposal by the company of any of the company’s money, investments, or property;
(e) a claim or court order, or a threat of a court order that directly or indirectly will or may expropriate, sequestrate or in any
way control or prevent the free disposal by the company of any of the company’s money, investments or property;
(f) litigation or a threat of litigation anywhere in the world that directly or indirectly may result in a court order that directly
or indirectly will or may
(i) expropriate, sequestrate, or in any way control or prevent the free disposal by the company of any of the company’s
money, investments, or property; or
(ii) violate this Act;
“foreign limited liability company” means a limited liability company formed or continued under the laws of a jurisdiction other
than Antigua and Barbuda for any lawful purpose that is characterized as a limited liability company by those laws;
“High Court” means the High Court having jurisdiction in Antigua and Barbuda;
“initial articles of organisation” means the articles of organisation filed with the Commission at the time a limited liability
company is formed, including articles of organisation that are corrected to conform to the filing provisions of this Act;
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